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CLR/CLRP- Clover Industries Limited - Allocation and acceptance of share appreciation rights ("SARs") by executive directors and other executives CLOVER INDUSTRIES LIMITED (Incorporated in the Republic of South Africa) (Registration number 2003/030429/06) Ordinary Share code: CLR ISIN: ZAE000152377 Preference Share Code: CLRP ISIN: ZAE000152385 ("Clover Industries" or "the Company") ALLOCATION AND ACCEPTANCE OF SHARE APPRECIATION RIGHTS ("SARs") BY EXECUTIVE DIRECTORS AND OTHER EXECUTIVES In accordance with the approved Restated Clover Share Appreciation Rights Plan (2010), the following annual (top-up) SARs were allocated on 13 September 2011 to, and accepted by executive directors and other executives of the Company on 20 September 2011 at an allocation price of R11-00 per SAR, which is based on the volume weighted average price of an ordinary share on the JSE over the seven trading days immediately prior to the allocation date (being 1 July 2011). EXECUTIVE DIRECTORS Mr JH Vorster Total number of SARs allocated and accepted: 821 256 Allocation Price: R11-00 Allocation Date: 1 July 2011 Mr HB Roode Total number of SARs allocated and accepted: 478 979 Allocation Price: R11-00 Allocation Date: 1 July 2011 Mr LJ Botha Total number of SARs allocated and accepted: 404 063 Allocation Price: R11-00 Allocation Date: 1 July 2011 Mr CP Lerm Total number of SARs allocated and accepted: 1 119 Allocation Price: R11-00 Allocation Date: 1 July 2011 OTHER EXECUTIVES Mr JHF Botes Total number of SARs allocated and accepted: 330 723 Allocation Price: R11-00 Allocation Date: 1 July 2011 Mr H Lubbe Total number of SARs allocated and accepted: 57 778 Allocation Price: R11-00 Allocation Date: 1 July 2011 The SARs may be exercised as follows: - up to one third of the SARs allocated may be exercised on or after the third anniversary of the allocation date; - up to two thirds of the SARs allocated may be exercised on or after the fourth anniversary of the allocation date, to the extent that they have not been exercised previously; - all of the SARs allocated may be exercised on or after the fifth anniversary of the allocation date, to the extent that they have not been exercised previously. The SARs will only vest on the dates referred to above if the applicable performance criteria as determined by the Group Remuneration Committee ("Remco") have been met. In respect of each SAR exercised, the Executive Director and/or other Executive will be entitled to be settled, with such number of ordinary shares as could be acquired on the JSE at the fair market value (being the volume weighted average price of an ordinary share on the JSE over the seven trading days immediately prior to the exercise date) on date of exercise of the SAR ("Fair Market Value") using a cash amount equal to A where A is calculated in accordance with the following formula - A = (B - C) Where A = the Due Amount; B = the Fair Market Value of an ordinary share on the date on which such SAR is exercised; C = the Allocation Price of such SAR, provided that the Due Amount shall never be less than Rnil; provided further that Remco may, instead of settling an Executive Director and/or Executive as aforesaid, determine that he shall be paid a cash amount equal to A in the aforegoing formula. Approval for the individual allocations has been given, all interests are directly beneficial and all transactions occurred off the market. Johannesburg 21 September 2011 Sponsor RAND MERCHANT BANK (a division of FirstRand Bank Limited) Date: 21/09/2011 10:00:02 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
